The Doctor Is In
by otempora16
Summary: Becky Botsford may be an alien, but she's never had any trouble living on Earth - until she's struck with a bizarre disease that no human doctor can cure. Only one person has studied Lexiconians enough to have any hope of saving her. Unfortunately, he's trapped deep within his own mind, under the control of a malevolent mouse...
1. The Beginning

**AN: Well, I certainly never would have thought I would write my first fanfiction for WordGirl, of all things. But I've recently become engrossed in this charming show, and since the fandom is so small, I thought even my meager contribution might be worth something. I hope you'll be patient with any mistakes I make with the writing or the canon – I'm new to this!**

**I know I'm not the only fan who loves the dynamic between WordGirl and Two Brains/Boxleitner, and would love to see it explored more in the show. Since that doesn't seem likely to happen, I wrote this fic instead. I hope you'll enjoy, and by all means leave feedback and criticism for me. I'd love to improve.**

* * *

**A Few Years Ago**

_The new lab was going to work out very well. Professor Steven Boxleitner tapped his fingers against his chin, smiling to himself as he admired the space. True, it was a little small, and he wouldn't have minded a window or two. But it was secluded and had all the room he'd need for his experiments, and as a new professor, he couldn't have asked for much better._

_He was eager to break in the new space, but for now, his ambitious plans were put on hold. The new semester – his _first_ semester teaching, he thought with a nervous flutter – was starting in a few short weeks, and his life was filled with staff meetings and new student meet-and-greets and finishing syllabi that were due for review a week ago. He really should be making progress on those right now, he thought guiltily, but with all his equipment finally in the new lab, his fingers itched to do some real work. So, he figured, it couldn't hurt to run a few basic tests, make sure no glassware or chemicals had been damaged in the move, maybe make a little progress on that new compound he was working on._

_His stomach grumbled as he pulled carefully-stored chemicals out of their packaging and set them on the lab table._

Mini-fridge_, he thought. _I knew I forgot something. Bring it next time._ But his hands paused in their work as he suddenly realized that his stomach wasn't the only thing that was rumbling. The solution in his flask was quivering rapidly back and forth, and a low thrum was building around the walls and floor of his lab. Shoving his goggles onto his head, he took a step backwards, wondering if anything he was mixing could have caused the reaction._

_He barely had time to complete his thought before the outside wall of his lab exploded inward, driving debris across the room, upending tables and equipment, and knocking the professor off his feet. Instinctively, he curled into a ball on the floor and raised a hand to protect his face and neck from the shower of twisted metal and broken glass. When the furious pelting subsided, he cautiously opened his eyes and climbed to his feet, glass shards crunching beneath him._

_The impact had torn an enormous, jagged hole in the side of his lab. There was something nearly filling the empty space, something massive; Boxleitner raised a hand to cover his eyes from the sudden brightness and struggled to make out the behemoth silhouetted against the morning sun. It swayed slightly, and one long, spindly leg twitched with a metallic scraping sound. As his eyes adjusted, and the thing staggered into the room, it came into sharp focus: a massive machine, with a dark, rectangular body held aloft by eight enormous legs. It seemed dazed from the impact, but it was beginning to twitch and lurch its way into the lab. Boxleitner felt his throat close in terror and he staggered backwards, his heart pounding, avoiding a trip and fall on broken glass by luck alone. He thought he saw a sudden flash of red darting along the machine's legs – but before he could look more closely, the ground fell away suddenly and alarmingly beneath him._

_He realized seconds later that some strong, unseen force was hoisting him upwards by the back of his lab coat. Before he could begin to panic, however, he found himself gently deposited on a structural beam high above the floor of his lab._

_"Sorry," came a bright voice in his ear. "Need you out of the way for just a second!" A sudden flash of red in his peripheral vision; and then he was alone._

_The beam was just large enough to accommodate his lanky frame, and he sat still for several seconds, breathing heavily as he waited for his brain to catch up and tell him what had just happened. A sudden impact that threatened to knock him off his perch jarred him back into reality, and he carefully shifted onto his hands and knees and peered over the edge of the beam. The machine was jerking frantically along the laboratory floor, pummeled repeatedly by something moving too quickly for his eye to catch. As he watched, a lucky hit to one of the legs stopped the metal beast short, and he was able to get a good look at a small figure covered in red, hovering even with the body of the machine._

_"Huggy, go!" she shouted, hurling something tucked under her arm towards the body of the robot. "See if you can shut it down!" Something clung to the side of the machine and let out a monkey-like shriek, then scurried downwards towards the belly of the beast. The legs began to twitch again, and the young girl dashed back into action._

_The pieces fell into place in Boxleitner's mind. This tiny hero and her monkey sidekick had to be WordGirl, the mysterious superhero who had dominated the front-page news for the past few months. Stopping robberies, saving the town from flooding, rescuing cats from trees – no one knew where she had come from, but everyone was grateful for her help._

_As Boxleitner watched, his fear faded and his scientific mind settled into precise observations of WordGirl and her adversary. He tracked her flight, looking for a pattern; he studied the legs and body of the machine, searching for a weakness. The robot's movements grew more and more erratic, its legs jerking almost randomly as it tried to keep up with WordGirl's rapid flight. Finally, it seized up entirely; then, with a screeching of metal, it collapsed, its legs curled up underneath it._

_"Nice work, Huggy!" said Wordgirl. She flew down to retrieve her companion as he crawled out from beneath the robot, chattering triumphantly. "Whew. Now just to get this thing back where it came from!" She started towards the machine, but the monkey shrieked loudly, bringing her up short. "What's that?" She followed his pointed finger upwards and made eye contact with the professor. He gave her an awkward wave. "Oh. Whoops!" She quickly dropped the monkey on the floor and flew upwards._

_"Almost left you there!" she said with an apologetic laugh. Before the professor could respond, she grabbed him under his arms and lifted him gently down towards the floor._

_"Sorry about your, uh…" she said, trailing off and glancing around the demolished laboratory as she placed him on the ground. "What is this place, anyway?"_

_"My lab," said Boxleitner dazedly, leaning on a table for support as he stared at the destruction. "And what is that?" he demanded, pointing at the shell of the machine._

_"Oh, just an experimental space probe gone rogue, you know how it is – Huggy, that's not yours!" The girl swooped down to scoop up the monkey before he could fiddle any further with a bunsen burner._

_"Well, I'd better get this thing back to the space center," she said, tucking the monkey under one arm. "It was nice meeting you, Mr…"_

_"Boxleitner," he said dizzily. "Steven Boxleitner ... Hey, wait!" His mind suddenly caught up with him, overwhelmed with questions for the tiny hero. He'd long been fascinated by the biology behind super-powered humans – the mutations, anomalies, and genetic fusions that created extraordinary talents. And here was WordGirl, right in front of him, and he was letting her get away! He ran a few steps forward, trying to catch her attention._

_But WordGirl had already picked up the enormous metal structure as easily as if it were made of styrofoam. Not noticing his frantic attempts to make her stay, she lifted the probe out of the hole in the side of the building, and in a flash of red, she was gone._

* * *

**Present Day**

"Huggy! Attack plan number fifty-eight!" WordGirl carefully deposited her companion on the street below her, in front of the fire station, then zoomed upwards again to face Tobey's robot head on. She darted around to its back and delivered a massive punch, sending it stumbling forwards, right towards where she needed it to be.

But then she paused for a moment, wincing slightly as the blow left a dull throb of pain crawling up her arm. "C'mon, WordGirl, focus," she muttered to herself, trying to ignore the sensation that was becoming more and more familiar. She shot forwards and delivered another punch to the staggering robot – this one weaker still, and giving her another jolt of pain.

"How're you enjoying the new model?"

Wordgirl gritted her teeth in pain and aggravation and turned to face Tobey where he stood on the rooftop of a building, clutching his remote and smirking.

"For your information, I – wait, new model?" The words sank in, and suddenly a glimmer of hope appeared. She seized at it. "Aha! I knew it! What new metal are you using? How did you reinforce it?"

Tobey looked bewildered. "Reinforce?"

"Yes!" she said. "Reinforce, to make stronger. I can tell that you've reinforced your robots, because –"

"I know what 'reinforce' means!" he snapped. "But I haven't _reinforced _my robots. Actually, I haven't really shown you what it does yet, that was supposed to distract you while..."

Wordgirl stopped listening as her heart sank. She should have known, of course – it wasn't just Tobey's robots that were giving her trouble. But for a second, there had been a rational explanation for a bizarre and frightening situation, and now it was gone.

A couple of heavy thuds drew both Wordgirl's and Tobey's attention back to the matter at hand.

"HEY!" shouted Tobey.

"Way to go, Huggy!"

The robot was swaying wildly, its arms windmilling, unable to keep its balance due to the fire hose Huggy had looped around its legs. In a moment, it would crash to the ground, and the city would be safe again. WordGirl swooped down to scoop up her friend and carry him out of the way of the teetering robot. Now that the battle was done, a deep fatigue began to creep over her, and she let herself dip a little in altitude, her grip on her friend loosening slightly as she struggled to ignore the pain in her arm.

Huggy felt the change and glanced upwards, chattering concernedly.

"I'm _fine, _Huggy, give it a rest." Another squeak. "I'm just tired, that's all. Yes, I _know _I never used to –"

"All right, WordGirl!" Tobey shouted, brandishing his remote. "Ready to see what my new model can do?" He gleefully pressed a large button.

"Oh no," groaned WordGirl.

The robot swung its enormous arms to one side, then to the other, rapidly building momentum until it spun like a top, tearing free of its bindings. WordGirl gasped with horror, trying to imagine how she could stop it – when all of a sudden, with a loud clunking sound, it stopped itself, staring instead at something in the sky. WordGirl followed its gaze and watched its right arm, shaken free by the spinning, flying off into the distance, towards a tall skyscraper.

Tobey, WordGirl, and the robot watched in stunned silence for a moment.

"Oops," said Tobey.

WordGirl dropped Huggy onto the roof with Tobey and leapt into flight, tearing off after the arm. Usually, flight was effortless; but this time it felt like every muscle in her body was fighting against her, begging her to slow down and stop and rest. She struggled forward, determined to beat the arm to its destination. "Come on, you can do this, faster, come on…" She put on a desperate burst of speed and zoomed ahead of the robotic arm, stopping short at the skyscraper and rapidly changing course upwards, hands extended to catch the projectile. She allowed herself a small smile. She'd made it; it was going to be fine.

The arm slammed into her with bone-shattering force, knocking her backwards and shoving her mercilessly towards the building. WordGirl cried out with pain and surprise and desperately struggled to slow the arm's progress. Straining as hard as she could, she thought she felt some resistance, but it could hardly be enough – _what's wrong with me, why can't I lift this? _She struggled upwards, pushing desperately.

She hit the building hard, but she had been just strong enough to prevent the arm from crashing through. WordGirl and the hunk of metal slid down together, and she had just enough energy left to keep the arm from slamming into the pavement with too much force. At last, she lay panting on the ground, ignoring the shouts of alarm from passerby in favor of remaining beneath the protection of the enormous metal palm.

Her whole body throbbed with pain, she was almost too tired to move, and a feverish prickling sensation was crawling over her skin. She shivered involuntarily. _What's wrong with me?_

It had started slowly, about two months ago – just a bit of fatigue after her battles, or a small headache. She'd chalked it up to not getting enough protein and had reluctantly begun eating everything on her plate at dinner. But she had only grown worse, not better – fevers, exhaustion, and that itching, prickling feeling everywhere, driving her crazy and making her long to jump out of her own skin. Worst of all, she felt herself slowing down and weakening – unable to fly as quickly or as high, struggling to lift objects that should have been light as a feather in her super-strong hands. This, though – this was the worst it had ever been, the first time that this bizarre illness had threatened her life. If she had been just a little bit weaker…

Slowly, painfully, she crawled out from underneath the fingers of the robotic arm. Huggy was there waiting for her _– how long was I under there? –_ and, still ignoring the questions and exclamations of onlookers, not even bothering to try to remove the crumpled heap of metal, she leaned down and picked up her friend.

"All right, Huggy, you win," she said. "I'll go see a doctor."


	2. A Biology Lesson

**Chapter Two**

**A Few Years Ago**

_"Lexicon? I'll have to look that up," the professor mused, rubbing his chin absent-mindedly. "Do you have any idea of the coordinates?"_

_ "Uh, no, sorry." WordGirl shrugged and kicked her heels against the side of the lab table where she was perched. "Huggy would, though, you should ask!"_

_ The doctor looked over at Captain Huggyface, who was scrounging through a small refrigerator tucked underneath a workbench._

_ "Your friend, uh, Huggyface, looks like he's otherwise occupied."_

_ "Oh, _Huggy, _come on, don't eat _everything!" _WordGirl started to hover, ready to retrieve her friend, but the doctor laughed._

_ "He's welcome to help himself. So, back to your powers…"_

_ WordGirl had stopped by on a whim – on her patrol of the city, she had noticed the beginnings of reconstruction work on the side of the building she had crashed through a week before, while fighting the rogue space probe. The city was quiet, so she'd swooped in through the hole to see if she could find the friendly-faced young scientist whom she'd met – sort of – last week. She'd had a vague plan that she might try to help fix up the lab – it was only fair, after all – but instead he'd greeted her eagerly and begun peppering her with questions about her superpowers and their origin, while cheerfully inviting them to make themselves at home in his lab. He didn't seem terribly concerned about its disheveled state; when they found him he was busily working at the only table untouched by the destruction._

_ "So when did these powers begin developing? Or have you always had them?" Professor Boxleitner began rummaging through a drawer and pulled out a piece of paper and a pencil. Before she could answer, he began scrawling on the paper and said, "Super-strength…super-speed…flight…anything else?"_

_ "Super-invincibility," WordGirl added proudly. "And super vocabulary!"_

_ "Of course, how could I forget?" He paused, gnawing absentmindedly on the end of his pencil as he stared at the page. Then, hesitantly, he said, "WordGirl, I was wondering – would you mind if I took your blood sample?"_

_ "My … blood sample?" She wrinkled her nose slightly and tilted her head. As a hero, she was used to people asking favors of her, but this was ... unusual._

_ "I mean," he said, fiddling with his pencil and laughing awkwardly, "Super-powered biology has always been sort of a pet interest of mine, but there's not a whole lot of preexisting work on the subject, and I was just thinking that maybe if I could take a peek at your DNA…"_

_ "Sure, you can have it!" WordGirl puffed herself up slightly. She had to admit, she was enjoying the special attention. "Um…what do I do?"_

_"Ah, thank you so much!" The professor clasped his hands together in an expression of gratitude, his excitement obvious, and began rummaging through the cabinets of his work station. "I'll just need a sample from your finger."_

_ WordGirl pulled off her glove and extended her hand. Once he'd gathered the necessary pieces and parts, Professor Boxleitner carefully swabbed it and pulled out a small needle._

_ "This might sting a little," he warned._

_ WordGirl scoffed. "Super-invincibility, remember?"_

_ Actually, it did hurt a little bit, but she didn't let on as the doctor carefully withdrew the blood and collected it into a small vial._

_ "What're you going to do with it?" she asked as he sealed the vial and placed it in a small storage unit against the wall._

_ "Run some tests, see how your DNA compares to that of a human's," he said. "Who knows? Maybe I'll find something that'll help you in your hero work." Suddenly his eyes lit up. "That reminds me!" He darted back to the table and seized the piece of paper, the blood sample temporarily forgotten as he bounded towards his next project. "I've been thinking about how you were fighting that probe, and I really think you could be putting your super-strength to more effective use." He quickly began to sketch the space probe. "See, the probe's weaknesses would lie in these joints…"_

_ WordGirl glanced at Huggy, who had been warily watching the doctor extract the sample, ready to act if he saw anything that could cause alarm._

_ "I think we could stay a little longer," she whispered. And the two of them crowded around the table to hear what Professor Boxleitner had to say._

* * *

**Present Day**

The door to the clinic's room swung open and Dr. Palladio entered, carrying a clipboard. "Hello, Becky, Mrs. Botsford," she said, giving them a warm smile. "How unusual to see you two here!"

Becky smiled uncomfortably. The doctor's surprise was understandable. Aside from the occasional common cold – a sickness so obnoxious it could apparently cross the boundary from humans to aliens – Becky had never had any problems with illness. Flus, fevers, and stomach bugs all passed her right by, and her superpowers had prevented her from ever receiving any serious injuries in her childhood play. Becky knew that her remarkable good health was due to super-strong Lexiconian genes; her parents just chalked it up to happy coincidence and enjoyed having such a low-maintenance child. Either way, aside from the occasional required checkup, Becky never saw the inside of a doctor's office.

Today, of course, was the exception, and Becky had grimaced and hemmed and hawed as she tried to explain her malady to the doctor's aide. It had been easy enough to describe the fever and fatigue, and her mother – masking her concern behind a bright smile – had backed her up, adding that she had looked pale and drawn for the past two months. But when the nurse asked if there was anything that seemed to trigger these symptoms, Becky had been forced to say "no" – she could hardly say that she felt her worst after a battle with the city's supervillains. And she couldn't even mention her most alarming symptoms – she didn't think the aide or her mother would respond well to hearing, "I can no longer lift enormous robots, and I think I'm flying slightly less than the speed of light." Becky was beginning to wonder if this visit would do any good at all.

Dr. Palladio leaned against the counter in a corner and flipped through her clipboard. "Well, Rhonda told me all about your symptoms, Becky, and I must admit there isn't a clear-cut answer. We're looking at a couple different options – none of them too difficult to treat," she added with another reassuring smile. Mrs. Botsford visibly relaxed. "But," Dr. Palladio continued, "it's difficult to be sure, so we're going to go ahead and take a blood sample."

Becky, sitting slumped on the edge of the examination table, was so tired that it took a moment for the words to sink in. But she suddenly felt like her insides had turned to ice. She suddenly remembered, with vivid clarity, peering into Steven Boxleitner's microscope as he explained all the fascinating differences between her own blood and that of a human's. Dr. Palladio was hardly an expert in alien biology, but she wouldn't need to be a genius to realize there was something wrong with the sample. And then what would happen?

"You can't!" Becky shouted desperately. Dr. Palladio and her mother looked at her, confused and a little alarmed. Becky felt an uncomfortable heat that had nothing to do with her fever as she tried desperately to think of an excuse. "I, uh, I mean … I, uh, I can't … get a blood sample … because … I'm afraid of needles!"

Mrs. Botsford frowned at her. "Becky, you've never had any problem with needles."

"Oh, no! Oh, I'm _terrified _of them," Becky said. "In fact, that's why I didn't tell you about being sick for so long! Because I'm scared of needles!"

"Becky," Dr. Palladio said kindly, "It's natural to be nervous, but it hardly takes a second and it really doesn't hurt at all –"

"Nope!" Becky said, jumping down from the table and grabbing her mother by the hand. "Too afraid, sorry, couldn't possibly –"

"Becky, slow _down _– Dr. Palladio, I'll call you!" Mrs. Botsford called over her shoulder as Becky dragged her from the room.

In the car, after Becky had convinced her mother of her debilitating trypanophobia and Mrs. Botsford had reluctantly agreed to wait another week before dragging her back to the clinic, Becky lapsed into silent thought. Her sudden panic in the doctor's office had left her exhausted, and she rubbed miserably at the skin on her arms, trying to chase away the pins-and-needles feeling. She hadn't learned anything from this visit – except that an ordinary pediatrician wasn't going to do her much good.

She thought again of Professor Boxleitner, and felt a sharp pain that had nothing to do with her fever. It had been a long time since she had dwelled on her old visits to his lab – it was too painful – but now, faced with a problem like this, she felt his absence keenly. What would it be like if she could just fly into his lab like she used to, explain what was wrong, and have him jump into action, eager to tackle this new problem? She wished that she could talk to him again.

Suddenly she sat up straight. She had an idea.

* * *

"WordGirl, come in!" Professor Tubing moved backwards, allowing WordGirl and Huggyface access into the lab. "What a pleasant surprise. I don't suppose you've come for that monkey playdate?" He chuckled to himself.

"Sorry, Professor Tubing, this is business. Hi, Bosco." The monkey chirped her greeting from her perch on Tubing's shoulder.

"I hope old Doctor Two Brains isn't giving you trouble again?" Professor Tubing gestured for Bosco to begin clearing off a pair of stools for his guests.

"No, not this time. But I do have some more questions about Professor Boxleitner."

"Certainly! Fire away."

WordGirl took a seat, looking around the lab as she did so. Professor Tubing was a lot neater than Professor Boxleitner, that was for sure, but other than that the room looked very much the same as it had years ago.

"I was wondering if Professor Boxleitner left any papers or notes behind? Well, specifically, any notes about … me?"

"Left any papers behind?" chuckled Professor Tubing. "It would be better to ask what he _didn't _leave behind, the place was an absolute _shambles … _but, ah, I suppose that's to be expected, the poor man," he added, ducking his head apologetically. "In any case, yes, I found quite a few notes about you, WordGirl. Let me see, I filed them away here somewhere…" He wheeled away, examining a row of file cabinets in the back corner. WordGirl followed.

"Hmm, yes, top drawer, I think, Bosco," the professor said, and the monkey left his shoulder to scale up the cabinet. "It's brilliant work," Tubing said to WordGirl as Bosco opened the cabinet and began to rummage through. "Exobiology's not exactly my cup of tea, I'm afraid, so it's little wasted on me … but fascinating nonetheless. Ah, thank you, Bosco!" The monkey handed him two folders stuffed full with papers, and Tubing passed them to WordGirl. "Here you are. I hope you find what you're looking for."

"I do, too," said WordGirl. "Thanks, Professor Tubing! Let's go, Huggy." She left, clutching the folders tightly.

* * *

Perched on her bed, with a flashlight for illumination, Becky pulled out the folders and opened the first. Inside was a total disarray – papers of all shapes and sizes, covered in notes and calculations and sketches, all in that cramped, scratchy handwriting that had once been so familiar. She flipped slowly through the pages, her glance lighting on drawings and notes she recognized. A long-forgotten ache tugged somewhere in Becky's middle, drawing dampness into her eyes.

She flipped through the papers again, backwards this time, and towards the front she saw a page she had missed – smaller than most of the others, easy to overlook. At the bottom was a careful sketch of a spiderlike machine. At the top, a brief list in the doctor's handwriting:

_**Strength**_

_** Speed **_

_** Flight (research relative gravity/density on Lexicon)**_

_** Invincibility**_

_** Vocabulary (enhanced intelligence – possible linguistic inclinations?)**_

Her throat tightened, and the pages in front of her blurred. She glanced away, clenching her jaw tightly. _He's gone, _she told herself fiercely. _Professor Boxleitner's gone, and there's no point in wishing he isn't. _

She took a deep, slightly shaky breath. _But maybe he can still help you._

She sat up straight, brushed her hair back, and picked up the first page of notes. It was coated in black ink – Professor Boxleitner's handwriting seemed even more cramped and rushed than usual, and she found herself having to pause every third or fourth word to try to decipher the scribbled characters. Finally she decided to put that page down and try to start with another, easier one for a warm-up. But after a few minutes of puzzling through a different sheet of paper, she put that one down for another as well. Then another. Then another.

Thanks to a month-long obsession with a set of scientific encyclopedias when she was six, Becky had no trouble understanding the absurdly long scientific words, but understanding the papers as a whole was a different story. The professor had written these for his own reference, and even the sections that weren't filled with incomprehensible formulae were riddled with abbreviations, symbols, and shorthand that Becky had never seen before. At some points, long sections would suddenly break off, their contents never mentioned again – whether due to the disorganization of the papers or the professor's easily-distracted nature, it was hard to be sure. For that matter, remembering her friend's habit of grabbing whatever piece of paper was closest to jot down new ideas, Becky began to wonder if half of these notes had anything to do with her.

She struggled through the folders for over an hour without making any real progress, her exhaustion held at bay only by her rising panic. These papers were her last hope, and she had only a week before her mother would drag her back to the doctor's office and demand that she submit to the blood test. She was tempted to wake up Bob, to ask for help or advice, but what could he do? For that matter, what could _she _do? Even if Professor Boxleitner's notes were clear as crystal, she hardly had the expertise to _apply _them. _Did you think you'd be able to just mix up a magic cure? _she thought angrily to herself.

There was only one person who might have been able to help her, and he was gone.

_Well. _

_ Not exactly._

As the thought crept into her mind, Becky involuntarily crumpled the paper in her hands. "No way," she said aloud.

But what other choice did she have?

Becky closed her eyes and took a deep breath. Now that she was thinking about it, it almost seemed as though she had known this would happen all along.

These papers did hold the answer. She knew it. But if they were going to be of any use, she was going to have to go straight to the source.

* * *

**AN: One of the things I enjoy about writing for this fandom, and probably one of the reasons that I feel comfortable publishing this fic at all, is that I don't have to worry too much about applying real-world logic. I don't have to pick a specific scientific discipline for Prof. Boxleitner, or explain why Tubing was allowed to keep those papers. It's a wacky cartoon world that hinges on the idea that 95% of the population is pretty dumb, and I can feel comfortable that a lot of the canon episodes make the same leaps of logic as me. There'll be a lot more cartoon logic to come, especially in regards to the "science" behind WG's illness/cure; I hope any readers who actually know anything about biology will forgive me for it.**

**I had hoped to update this fic on a once-a-week schedule, but the next two weeks will have APs, prom, and a senior thesis due, so I'm not planning to update until after I've made it past those obstacles. I do have rough drafts of chapter three and most of chapter four typed up, so I will definitely be finishing this story – but chapter three has a lot of tricky character stuff that I want to get just right, so I'm going to wait until I have time to do it justice. Thank you so much for all the kind reviews – once I have more free time, I look forward to returning the favor on your own stories! I'm excited to be part of this great little community of fans.**


	3. An Old Bond

**Chapter Three**

**A Few Years Ago**

_"I finished!"_

_Steven started, nearly jabbing himself in the eye with his microscope. He looked up to see WordGirl, beaming and extending a tattered paperback out to him._

_"Hey, kiddo," he said, trying to recover his breath. He'd thought that WordGirl would no longer be able to catch him by surprise now that the hole in the side of the building was repaired, but apparently having to enter his lab the conventional way didn't slow her down. "What'd you think?" He took the book, a copy of H.G. Wells' _The War of the Worlds_, from her._

_"I liked it."_

_"You like everything I give you." For the past two months, WordGirl had been tearing through his collection of science fiction. She had mentioned that she was trying to find a new book to tackle; by coincidence, Steven had brought boxes of old books to the lab only a few days before, trying to save space in his cramped apartment but unwilling to part with his old friends. He had handed her his copy of _Journey to the Center of the Earth_, and so it had begun. She raced through his childhood favorites, enjoying everything from the classics of the genre to the cheap paperbacks he had purchased with his own money when he was nine. He made a few attempts to chart her progress and analyze her linguistic skills, but the truth was that he simply enjoyed sharing these constant companions of his childhood with someone who loved them as much as he had._

_He tucked the book into a drawer, then wiped down his workspace and stored his slide. "Want to hop in the testing chamber? I rigged up a new machine to try to measure your speed. I think it's a little sturdier than the last one."_

_"Sure thing!" She started to follow him into the testing room that he'd been gradually tailoring into a superhero training area. But then she spoke up again, some distance behind._

_"Um, Doc?"_

_"Yes?"_

_She seemed suddenly uncomfortable, tugging on the fabric at her wrists, and glancing back at the drawer where he'd put the book. "I, uh, was just wondering – I mean, you know I'm an, an alien, but I'm not sure if anyone else … Would it be bad? If people found out?"_

_He followed her gaze, and understood her question._

_He could have kicked himself._

_What had he been thinking, giving something like that to her? When he knew – he, more than anyone else – how very alone she was? A little girl, with powers even she didn't fully understand, who had never known her home planet, never known anyone like her … and here he was, loading her up with antiquated sci-fi in which the brave human heroes fought and destroyed the evil aliens._

_"No! Of course not! Of course not." He ran a hand through his hair and stared around the lab, trying frantically to think of what to say. "I – look, that was written a long time ago, it's just a silly old ..." He looked down again and met her gaze. She was staring at him pensively, mouth twisted, with that disarming combination of intelligence and innocence – and, beneath it all, absolute trust in whatever he would say. He took a deep breath and chose his words carefully. "I … I can see why that would worry you. But you know that this is different, don't you?" Tentatively, he stepped forward and kneeled down so that they were at eye level. "You have such remarkable gifts, and you're using them to help people, and everyone adores you for it, WordGirl. Even if you weren't, you'd have no reason to worry. People don't always behave like they do in books. Especially not when the alien in question has no interest in invading their planet," he added with a little laugh. He paused, and then said hesitantly, "But I know it must be a little frightening, sometimes, being … different."_

_She nodded slowly, still worrying the ends of her sleeves. "I just…" She paused, and Steven stayed so still he almost held his breath, trying not to scare her away from her thought. "It's just … weird … sometimes, you know?" she finally continued, shrugging a little bit. "I mean, when I'm being WordGirl, I'm just a hero who'll always come to the rescue, always be willing to help, and that's it, I don't think anyone really thinks of me as, as a person ... But then, when I'm _not _being WordGirl … I have to be so _careful _all the time, to not accidentally hit something too hard or run too fast. And no one even knows I'm not human, not even my own paren – uh, my, uh, peers."_

_She broke off, and as usual Steven pretended not to have noticed her slip. It was good that she was being so careful about her real identity, he supposed, because there were certainly people who would try to use it against her. But it didn't take a genius to figure out that an eight-year-old would have only limited options available to her for a secret identity._

_She shrugged again. "Huggy says I'll probably get used to it eventually."_

_"You probably will," he agreed. "You're still getting the hang of it. But, hey, if you ever want to talk…" He gave a little shrug, trying to seem offhand and probably failing. He was never very good at this sort of thing._

_But WordGirl didn't seem to care. "Thanks, Doc," she said with a smile. "You've been a big help already."_

_"All right, then." Steven stood, clapping his hands together, relieved that the awkwardness of the moment had passed. "Let's get you into that testing chamber, huh?"_

* * *

**Present Day**

Doctor Two Brains flipped through the channels, staring mindlessly at the flickering TV screen. "No … no … no …" he mumbled, forgetting that no one was around to hear him. "Oh, for heaven's _sake_," he groaned, as the title screen for _Celebrity Cake Decorating_ popped up on the screen. He turned the television off in disgust. "Daytime TV," he grumbled, sitting forward on the couch and looking around for something else to entertain him. He flipped through a stack of old magazines on the coffee table, looked around the lab, sighed, and turned the TV back on.

A sudden crash behind him nearly made him jump out of his skin. He leapt to his feet and turned to face the shattered window.

_"WordGirl? _What're you doing here?" The young superhero seemed winded, and didn't answer as she let her sidekick down from her arms. Her pause gave Two Brains time to calm his own racing heart – the twitchy mouse DNA didn't take well to sudden surprises. As he caught his breath, he paused to consider the situation, and said, "Wait, why _are _you here? I'm … I'm not working on anything." He gestured to the space around him, which lacked any signs of nefarious machines or elaborate plans.

"You're not?" She sounded surprised, but also … disappointed?

"No, the henchmen are out of town for the week," he said, some of his frustration leaking into his voice. "Apparently, according to this city's labor laws, I owe them about two months of paid vacation. I managed to talk it down to just a week at a time."

"_You _care about obeying the labor laws?"

"Hey, when you're the city's top supervillain, you have to be careful about this stuff," he said. "You can't let yourself get dragged to court for just _anything_, or people will lose interest."

"So you're _really _not working on anything?" WordGirl tried to peer around him, as though he might be hiding a ray gun on the coffee table. Before he could answer, she caught sight of the television screen behind him. "'Celebrity Cake Decorating?'"

_"I wasn't watching that!" _he snapped, grabbing the remote from behind him and switching off the television. "Look, WordGirl, is there a reason you're here? I've got a right to some vacation time, too, you know – say, there isn't anyone pulling off cheese heists while I take a break, is there? That's my shtick and it's going to stay that way!"

"No," she said, "That's not why I'm here. I, uh…" She glanced at the monkey, who handed her a small satchel he'd been carrying and gave her an encouraging chirp. WordGirl began tugging something bulky out of the bag, and Two Brains moved out from behind the couch to get a closer look, curious in spite of himself. She pulled out two manila folders crammed with papers and, to Two Brains' surprise, held them out for him to take.

"What's this?" he asked as he flipped open the first folder. The papers inside were covered in handwriting – quick, cramped notes, long paragraphs of analysis, pages of complicated formulae. "All right," he said as he shifted through the mess of papers, "Some kid's notes from science class, what's so – oh." He stopped on a small page, tucked in between two larger ones, easy to miss. At the bottom there was a neat sketch of an eight-legged machine. The pages seemed to snap into focus, and he suddenly recognized his own handwriting. He began flipping through the pages again, more slowly this time, recognizing the diagrams and calculations. He could feel long-buried memories begin to tug at his consciousness has he stared at the pages he had slaved over for so long.

A slight scratching sound brought him back to the present. WordGirl was rubbing at an itch beneath the fabric of her sleeve without seeming to realize it; she was staring at him intensely, her expression a mixture of expectation and anxiety. Feeling a wave of irritation for a reason he couldn't quite place, he shut the folders and held them out to her.

"_Thank_ you for the trip down memory lane, WordGirl, but you can keep these. Unless you want to explain why you're here?"

She dropped her gaze to stare at the floor, pulling on the edges of her gloves. "I … need … your help," she said finally.

"My … help?" He had to admit, he hadn't been expecting that.

"I'm sick," she said.

"So see a doctor."

"I tried that," she snapped, finally looking at him. "She doesn't know what it is, and I couldn't tell her all my symptoms, because I don't think it's a _human _illness."

Ah. He looked back down at the folders in his hands, making the connection. "And you want _me _to try to come up with something? Why should I?"

"Because I don't have any other choice!" she said, and her careful reserve was gone. "I can barely fly and barely lift things and I feel _so tired_ all the time, and if I don't have this figured out in a week I'm going to have to take a blood test, and if I do that – I just – I don't know what else to _do, _I'm so …" She broke off, her voice thick, and glanced down again. "Do you think I'd be here if this wasn't my last chance?"

Two Brains looked at her, really looked at her, and was taken aback by what he saw. Her face was thin, as though she'd lost a great deal of weight in a short amount of time, and far too pale. There were deep shadows under her eyes and a sheen of feverish sweat across her forehead and cheeks. And for a split second, a pang of worry gripped him. Almost without realizing it, he opened up the folders again and glanced down at them, as if he'd find the answer waiting there.

"I thought that maybe you'd be working on something," she continued, "and that I could, I don't know, make a deal with you, or something, to maybe let you off, just this once…"

To his surprise, a part of him felt offended that she'd thought she'd have to bribe him for his help – after all, they were … well, not _just enemies, _that was for certain, and she was obviously badly sick…

But another part of him asked why he would consider helping her at all. After all, wasn't an incapacitated WordGirl every villain's dream? Just think of all the havoc he could wreak, with her out of the way!

He looked down at his old papers, trying to decide. The mouse brain was beginning to hiss into his mind, urging him to ignore her situation, or better yet, exploit it. He gritted his teeth, feeling frustrated with Squeaky for the first time in ages. It was one thing to build a ray to try to take her out as part of a scheme. But this was different - for her to come to him for help, looking so weak...

"I'll have to run some tests," he said.

WordGirl looked up at him. "What?"

"You expect a diagnosis when I don't even know the symptoms?"

"You're … you're going to help me?"

He shrugged. "Well, what can I say, it beats 'Celebrity Cake Decorating' reruns until the henchmen get back."

"I thought you weren't watching that."

"I wasn't! That was just – forget it," he snapped. "Let me get some equipment packed."

"Why? Are we going somewhere?"

Two Brains walked over to his work bench, put the folders down, and started pulling out what he'd need. He slammed the equipment down with a little more force than necessary, trying to ignore Squeaky's angry chatter. "Does this place look ready for superhero testing to you?" he said. "We're paying Professor What's-His-Face a visit."

* * *

"It's locked," she said.

"Well, of course. Did you think he'd be in on a Saturday?" Two Brains looked at the door to his old lab, frowning slightly. He had expected that the professor wouldn't be in, but now he realized that he'd failed to bring anything that might help him force his way into the lab. He grimaced in frustration, trying to ignore the slowly increasing pressure over his left temple. "I must have _something _on me," he mumbled, beginning to go through his pockets.

"We're going to _break in_?" WordGirl said, sounding scandalized.

"You don't have any problem with _breaking in _to my lair!" he hissed as he combed through his lab coat. "Literally! Do you know how much it costs to keep having that window repaired?"

She started to retort, but he stopped hearing her as he pulled out a small pin that he must have used to fiddle with a ray at some point. The shape had felt somehow familiar, but now, staring at it, a rush of repressed memories suddenly forced their way to the front of his mind. He saw young Steven Boxleitner eagerly dissecting an old lock from a door, playing with each piece and part to figure out how it worked; he remembered, in a strange, third-person way, spending hours crouched beside the gate to his garden, working a pin into its lock over and over again until he could get it open in ten seconds flat.

"Well, who would've thought?" he said absently. "Goody-two-shoes Steven Boxleitner knew how to pick a lock."

"Sorry?" said WordGirl. But he ignored her, moving forward to kneel beside the door and insert the pin into the keyhole. He was out of practice, but after a bit of fiddling he heard a soft click, and the handle gave. He opened the door, moved inside, and turned on the light.

Memories worked strangely for him now. They were there, in his mind, a whole lifetime of them; but anything from before his fateful experiment was vague and indistinct, as though it were trapped behind a hazy, transparent wall. He knew the generalities – _I was a professor at the university, I was friends with WordGirl, I had a lab a few streets down from the library –_ but accessing the specifics required concentration and a bit of effort; he had to reach through that wall and drag the memory to the surface. He rarely needed those memories to pull off his schemes, and so he was content to let them lie.

But then there were the times when a sight or sound or smell would dredge up those memories before he could realize it. He'd thought the lockpicking revelation was jarring, but he was utterly unprepared for the experience of walking into his old lab. Tubing had kept everything roughly in the same place, even had roughly the same equipment; and everything Two Brains saw brought with it a startling rush of old memories. He'd used that cabinet to hide a stash of snacks; he'd tacked up postcards from his niece on that board against the wall; the edge of that table had once tripped him up so badly he'd had to call a hazmat squad to clean out the spilled chemicals. He stood staring in the center of the room, overwhelmed.

"Doc? You coming?" WordGirl glanced back at him from the doors to the testing chamber. Two Brains shook himself out of his reverie and followed.

Tubing had no use for the chamber in his experiments, and so everything was preserved just as he had left it. Two Brains spread the notes out on the table, flicking through them to find the pages that would be helpful, sorting them into stacks based on their subject. He could feel muscle memory kicking in as he automatically slid open a drawer and pulled out a stack of blank charts and a pencil.

"All right, WordGirl, let's get this over with," he said into the microphone. "Basic tests first. Start with the weights."

He watched her intently as she moved through the tests, jotting down careful notes. She was in trouble, that much was clear. She handled the first weights well enough, but as they moved up she weakened rapidly, and by the time she reached the several-ton weights she was obviously struggling. He rigged up the old speedometer and marked her time running and flying; she was already slower than any previously recorded time at the beginning, and only worsened with each test. On a hunch, he had her try the weights again afterwards. She could barely lift any of them.

He jotted down notes as the trials progressed, still gritting his teeth against his building headache. Squeaky was growing increasingly agitated.

"Calm down, calm down," he muttered, "we're just doing some tests, that's all…"

"Sorry?" WordGirl, sagging against the wall and breathing heavily, squinted at him through the glass window.

"Nothing," he said curtly, leaning into the microphone so she could hear him. "One more test, then we're done." He opened another drawer and found a dusty stack of flashcards. He pulled one out and read, "Ponder?"

Without a second's hesitation, she replied, "To ponder is to think deeply about something."

He flipped to the middle of the stack. "Loquacious?"

"Wordy and talkative. Your notes were loquacious – in a scientific kind of way – so I had trouble understanding them."

He pulled a card out from the end. "Valetudinarian."

"Someone who's valetudinarian is always sick and always obsessed with their health."

"Interesting," he murmured, straightening and tapping the card with his finger. "Your other powers are failing, but your vocabulary is as strong and fast as ever. Whatever this disease is, it's purely physical, which would rule out –"

"Doc," said WordGirl, exasperated, "I can't hear you if you don't talk into the microphone."

"Forget it, I wasn't talking to you," he snapped, beginning to gather his notes. "I'm all done here."

"And…?"

"_And," _he said, "I need to look at this data before I can draw any conclusions. Do you think these things happen overnight?"

"They have to!" she exclaimed. "I don't have a whole lot of time here! I'm coming back tomorrow and you can tell me what you've found." She glared at him with a mix of fierceness and desperation, and even he knew better than to argue.

"Fine, fine, keep your hair on," he said. He glanced back down at the notes he'd gathered, considering. Then he said, "But if we're really working on that tight a schedule, then one more thing. I want to take a blood test."

Squeaky sent an angry twinge of pain surging through his body, and he clapped a hand over his second brain. "I'm just doing some research," he soothed, "just taking some notes…" The pressure only increased, and he staggered to the side of the window, where WordGirl couldn't see him. "Look, these could come in handy," he said, "we don't – we don't have to use them to _help_ her, of course…"

The pain lessened, and Two Brains sighed in relief. "Of course we don't have to help her," he repeated, returning to the table and picking up his notes. "Of course not…"

But the idea, he found, wasn't comforting. There would be no thrill in defeating her like this, no sense of victory from exploiting her illness. Squeaky, of course, didn't care about that. He was an animal, and to him a neutralized threat was a neutralized threat, period. Two Brains knew that the mouse was going to do everything in his power to take advantage of WordGirl's weakness - and to make sure that Two Brains went along with his plan.

_Don't worry about that for now, _he told himself as he prepared his equipment. _Just get the data and get out. Maybe there won't be anything you can do to help her._

When he thought of the alternative - the possibility of going against the wishes of the mouse brain - he certainly hoped that would be the case.

* * *

**AN: I'm back! And still not perfectly satisfied with this chapter, but I've been sitting on it for long enough. I don't think it's going to get much better. **

**The biggest issue for me in this chapter was figuring out exactly how a villain in the WordGirl universe would respond to the possibility of WordGirl's death or incapacitation. Some villains have tried it, but it's unclear how aware they are of the potential consequences of their plans. Overall the ****show usually dodges the question, and Two Brains in particular can be inconsistent about whether he wants to destroy WordGirl or not – which may be understandable, considering his mental state. As ****I said, I'm still not totally happy with how I handled this and other issues in this chapter, but hey, I've still got half the fic left to try to get it right.**

**I hope to get back to a regular schedule of posting, but I can't guarantee anything yet. In any case, a big thanks to all the people who've reviewed. I hope this chapter didn't disappoint!**


	4. Scientific Inquiry

**Chapter Four**

**A Few Years Ago**

_ WordGirl zoomed down the hall, her sidekick tucked under one arm and a slender hardcover clutched in the other hand. It was a crisp fall Saturday, the best kind, and she'd had a luxuriously crime-free morning. In high spirits, she opened the door to Professor Boxleitner's lab and headed in._

_ For once, she didn't accidentally startle him. He was leaning over a table of papers, and as she came through the door, he looked up and raised his hand in greeting._

_ "Awfully early for a Saturday," he said. "No trouble, I hope?"_

_ "No, just my da – just, uh, someone using the leafblower at 7 in the morning," she said, wincing at her slip. Professor Boxleitner glanced up at her for a second, but quickly went back to shuffling the papers around, and she exhaled in relief. It was easy to slip up around him, but so far he hadn't seemed to notice. She let Huggy down from her arms and, to change the subject, said, "And why are _you_ here on a Saturday?" It was half-teasing; they were both well aware that Professor Boxleitner seemed to spend all his time in his lab._

_ "It just never stops," he said wryly, tapping the papers spread out in front of him._

_ "Lab reports?" she asked, walking over to the table. She'd often come in to find him grading his students' data sheets and write-ups._

_ "For once, no," he said. "Applications for grant funding." _

_ WordGirl peered at the intimidating spread of official-looking papers. "What will you use the money for?" Professor Boxleitner had countless projects and experiments running at any given time; she could never tell which one he'd be focusing on next._

_ "Telepathic communication," he said proudly. "Neuroscience has always been a specialty of mine."_

_ "You want to read peoples' minds?"_

_ "Well, sort of. Ideally, it would be a mutual connection between two people, or maybe a small group, allowing nonverbal communication – to be used by people with dangerous jobs who would need rapid-fire coordination, like police officers or firefighters."_

_ "Or superheroes?"_

_ "And their trusty scientists," he said with a grin. "Imagine if we could talk strategy right in the middle of one of your battles."_

_ "If your brain looks anything like your lab, I'd be a little scared to see the inside," she teased._

_ "I just cleaned this place yesterday!" he protested. WordGirl eyed the room skeptically, and he quickly grabbed the book on the table, changing the subject._

"_Finished already? I thought you were saving it for Halloween."_

_ "I got sucked in," she admitted. She'd started reading the professor's copy of _Frankenstein _late in her room one stormy night, just for fun, but as the storm raged on outside she'd found herself unable to put it down. It was one of her favorite things that the doctor had given her. Still, she hoped that maybe soon he'd start giving her books with aliens in them again – she liked reading stories about space, even if the aliens were usually the bad guys._

_ The professor laughed, regarding the book affectionately. "You know, I wouldn't describe _Frankenstein _as the kind of book that 'sucks you in.' I remember the first time I read this - I must have been ten or eleven - I was so excited to get to the monsters sewn together out of dead bodies, but instead I had to slog through twenty pages of some captain's log, and then Frankenstein had to go and babble out his life story. And then once you finally get to the good part, the tease won't even tell us how he did it!" He put the book down and looked back at his applications. "You know, sometimes I envy old Victor," he said. "He didn't have to worry about grant funding or scientific ethics. If he wanted to throw together an abomination against man and nature, he just went ahead and did it!"_

_ "He also created a vengeful monster who killed his entire family and set him on the path to his own destruction," WordGirl reminded him._

_ "Fair enough. Maybe I'll stick to the approved scientific method for now." He smiled at her affectionately and reached down to ruffle her hair, then realized that her helmet was in the way and settled for patting her head instead. _

_ "On Thursday, in that bank robbery, I used attack plan fourteen," WordGirl said. "It worked just like you said it would! Do you have anything else for me?"_

_ He looked pleased. "I might've whipped up a few more. I guess I can let these applications sit for a little while."_

_ He left the papers in their messy stacks, and they headed into the test chamber._

* * *

**Present Day**

Doctor Two Brains turned the knob on his microscope, trying to bring the blood sample into sharper focus. It had been ages since he had used this kind of lab equipment, and he was still adjusting. But after hours crouched over the table, with all his old equipment spread out before him, he was beginning to sink back into the rhythm of the work.

The quietness of the space had bothered him at first. With the henchmen on hand, he was used to constant noise as he worked: the blare of the television, their guffawing laughter, his own constant stream of mumbled comments. He'd always thought of it as talking to himself, but without the henchmen there, he found that his quips and complaints echoed strangely around the empty room. And besides, handling biological samples required concentration and skill. So he had gradually lapsed into silence.

It wasn't how Two Brains was used to working. But – the thought suddenly occurred to him as he carefully returned the slide to its bag – it was very much how _Steven _used to work. Long hours in the lab, hunched over a microscope, scratching out observations and making minute changes in total silence – this was how he'd spend much of his adolescence and early adulthood. And in the silence of the lab and minutia of the work, he could feel something distinctly _Steven-ish _beginning to shift around inside him.

At the thought, the mouse brain sent another angry twinge through him. Squeaky had been temporarily pacified by his suggestion that they take advantage of WordGirl's plight. But the mouse was still wary of potential treachery, and had been giving him the occasional headache to remind him who was in charge.

Two Brains rubbed at his head in frustration, looking down at his work. He'd barely slept, overtaken by a feverish need to solve the problem, which wasn't helping his headache any. But there was something about the feeling of working to _know _something, to find an answer, instead of just building ray after ray to ruin things or turn them into cheese. This was what had brought him into science in the first place, the feeling that Steven had lived for.

He'd missed it.

He hadn't known it until just now, but he had missed it.

The mouse brain hissed again and Two Brains stepped quickly away from the table, afraid that he might flinch in pain and damage his careful work.

"Calm down, calm down," he snapped, a little irritation sneaking into his tone as he rubbed at the organ attached to his head. "It's not like we've _found_ anything."

Actually, he'd found a lot of things, all having to do with Lexiconian biology and a few interesting differences between the two blood samples he had. But nothing that would suggest why a healthy, super-strong eleven-year-old would suddenly become desperately sick. He reached out and turned over the notes he'd taken in the past night, scanning them at random, trying to find a connection. He had all of Steven's years of work in front of him, his own careful notes, two samples, several tests – it was all here, he _knew _it, but he was just _missing _something, something that Steven would have picked up on in a hot second …

_Missing_ _something …_

Was it possible? Had he overlooked something so obvious? He scrambled for the papers stacked on the far side of the table and flipped through them frantically. He pulled out three pages of notes from the first month of his research on WordGirl, all of them facts and speculation about Lexicon itself. Lexicon – or KD 4559, as the studies he'd found referred to it – held little interest for human astronomers. It was a minor planet in a distant star system, and as far as he could tell, it must have excellent defense systems in place, because there was nothing in the scientific literature mentioning any potential life-forms. He'd cobbled together his information on the planet from brief mentions in otherwise unrelated studies, and so his data was far from complete.

But it didn't have to be. He scanned the papers for anything that might contradict his theory, but only became more and more certain as he read. He couldn't believe he'd missed something like this – something he should have looked into immediately. This was what he got for being out of practice.

He put the papers down and rested his hands on the table, gazing at the equipment and notes spread across his workspace. If he was right – and he was certain that he was – then how could he possibly make a cure? He didn't have anything that could even come close to what he'd need – no one on Earth did.

Or did they?

His hands clenched on the table as the idea presented himself to him.

"That's ridiculous," he said out loud, apprehensive for a reason he refused to define. "That … that couldn't _possibly …_"

But his mind was rapidly analyzing all the possibilities, pairing chemicals and elements, and coming to the conclusion that, yes, it _would_ work.

For either of them.

The mouse brain shivered with pleasure.

* * *

WordGirl shot through the hole in the window and landed inside the lair, skidding slightly. After resting all day, her flight had come easier, but she still felt weary. She hadn't slept well the night before – tossing and turning, wondering if she'd made the right choice or if she'd just handed her nemesis the key to defeating her once and for all. She regained her balance and looked warily around the large space as she set Huggyface down beside her.

Two Brains was busy at work in the corner of the lair he usually used for cooking up his plans. He'd pulled out the chalkboards and seemed to be using them to work out chemical reactions; his work table was covered in scientific equipment. He himself was fussing over a beaker on a Bunsen burner, carefully adding drops of silvery liquid to the concoction. She hung back, afraid to disturb him, but stared intently at what he was doing. It hardly looked like one of his usual schemes. Could he have found the cure, and so soon? Was it really going to be that easy?

He set down the tube and turned down the flame on the Bunsen burner, and she dared to speak.

"Did you … find anything?"

He looked up at her, startled, and for a split second the wide-eyed look on his face was so familiar that she thought she was looking at Professor Boxleitner, not Two Brains. But an instant later, it was gone.

"Took you long enough," he said brusquely, with the slightest hint of a smug smile. "We have planning to do."

"Do you know what's wrong with me?" she asked, breathless in eager, anxious hope.

"I know exactly what's wrong with you," he said, turning the knob all the way off the Bunsen burner and beginning to prod the solution with a stirring stick. "Well, maybe 'exactly' isn't the right word in this situation – but close enough."

"_Well?"_ she demanded, reaching down unconsciously to touch her sidekick's shoulder. He reached up to pat her hand.

"Element X," he said, bringing the beaker up to eye level and staring intently into it. "Or at least, that's what I'm calling it in my notes, 'Substance X' might be more appropriate, though there's ample evidence for –"

"Doc!" she cried, a plaintive edge to her tone.

Two Brains finally put the beaker down and looked at her. "How old are you?"

"Eleven."

"_Eleven years _on Earth," he said, brandishing the stirring stick in her direction, "And for all that time you might as well have been human! Your biology was compatible with Earth's atmosphere, Earth's gravity, Earth's food – you even _look _human, for crying out loud! You were _lucky, _kid. And from what I've found, it looks like your problem is that your luck finally ran out." He reached for a small bottle of gray powder. "What makes up the majority of the Earth's atmosphere?" he demanded, with the air of a teacher testing a student.

"Oxygen." WordGirl folded her arms impatiently.

Two Brains unscrewed the lid of the bottle. "Oxygen," he agreed. "A planet's elemental makeup and the evolution of its lifeforms are tightly entwined, so of course oxygen is essential to humans' survival. And what happens when humans don't have _enough_ of it? Like at high altitudes?"

"They get dizzy, and weak, and …" She trailed off, suddenly realizing what he meant.

"I'm not saying the oxygen analogy is perfect." He tipped a little bit of powder onto a scale, carefully measuring its weight. "I call it Element X because without more information to go on, it's impossible to know exactly what that element, compound, whatever _is. _It might be part of Lexicon's atmosphere; it could also be found in the land or the water – it might even be some kind of radiation. And of course we can't know all the symptoms or stages of deprivation, aside from studying your own case. But whatever Element X is, you're missing it, and it's starting to show."

WordGirl tilted her head slightly. "If it's so important, then why hasn't it made me sick before?"

Two Brains shrugged as he began to scoop up the powder. "Not really possible to say. Might be that eleven years is just how long it takes for deprivation to kick in. Might be that it's _always_ been affecting you, but without a standard of reference you just couldn't tell. Or it might be that there's some kind of biological change Lexiconians undergo at eleven Earth years that requires more of Element X."

"I feel sick because of … Lexiconian _puberty?_"

"You said it, not me." Two Brains began to carefully add the powder to the solution in the beaker. "But that's just one possible explanation."

WordGirl's arms slowly uncrossed as what he was telling her began to sink in. "But … if I need something that can only be found on Lexicon … I can't be cured." Her voice sounded strangely calm, even to her ears.

But Two Brains glanced up from his work with the hint of a genuine smile benath his usual sarcastic expression. "You think I'm going to all this trouble just for kicks?" he said, gesturing to his workspace.

WordGirl moved closer slowly, trying to keep her emotions in check as she peered at the table. "But … if I need something from Lexicon … how can any of this help?"

"Well, it's missing one ingredient."

"Yes," she said, growing frustrated. "Element X!"

"No," he said as he began to stir the solution. "Pay attention. If we had Element X, we wouldn't need any of this nonsense. But since that's not an option, we're settling for second-best: something that, if my calculations are correct – and they always are – should have traces of Element X within it, just enough that, after being neutralized and injected directly into the bloodstream, it could cure you. Not permanently; but periodic injections, every few years, would keep the symptoms at bay."

"Traces of Element X?" She looked at him warily. "But for that to happen, it would've had to come … from … Lexicon …"

He refused to make eye contact, pretending to be busy with his solution, but his expression became suddenly stiff, as though he were bracing for something. It was all the confirmation she needed.

"No. You're not serious."

"Like I said," he said stiffly, "we'd have to _neutralize _it, that's what all this is for –"

"_You want to pump me full of Lexonite?!" _Huggy squeaked angrily next to her, backing up her exclamation.

"Not _full,_" he snapped. "A precise measurement, only a very few particles of the stuff, mixed with the right chemicals, should temper the negative side effects –"

"'_Negative side effects,' _I – You _honestly_ –" She was hovering without realizing it, spluttering in her indignation. _"You think I'm buying that?"_

"Do you want to see the calculations?" he exploded, reaching for a stack of notes and shoving them towards her. "Look, kid, I didn't stay up all night working out a solution to _your problem _just so you could yell at me, _here, _look at them yourself –"

WordGirl sank slowly back to the ground, feeling weakened by her sudden outburst. For the first time, she noticed that Two Brains looked a little worse for the wear, too – his clothes mussed, his hair even messier than usual, deep shadows under his eyes. Had he really stayed up all night?

She folded her arms and set her jaw. "You said a couple particles," she said, glaring at the ground. "What happens if you put in _more_ than a couple particles?"

Two Brains slowly put the papers down, suddenly seeming just as tired as she was. He rubbed at his eyes, then finally said, "It would depend on the dosage, and a few variables I can't really calculate for, but … total, permanent loss of your powers, at the very least. With greater dosages, death would be a definite possibility."

There was such an exhausted honesty to his tone that she looked up at him again. "_Even if _I believed you," she said, "how exactly would we _get _the Lexonite? The city destroyed that cage of Mr. Big's. We couldn't get our hands on Lexonite any more than Element X."

"The cage was destroyed," Two Brains agreed, resting his hands on the table. "But if my calculations are correct – and they always are – there was a lot more Lexonite in that meteor than there was in that cage. I've always thought that overstuffed suit squirreled some away, and I think I know where his hidey-hole is."

"So, what, you're going to steal it?"

"No," he said, and now his wicked smirk was back in full force. "_We're_ going to steal it. I'm the brains of this outfit – no pun intended – I don't do the heavy lifting. And with Dumb and Dumber out of town for the week…"

She just stared at him agape, so he continued. "Look, kid, I'll draw up the plans, I'll be with you every step of the way, I'll get you a disguise if you want so that you don't tarnish your precious reputation. But I'm not breaking into Big's vault on my own, and since it's holding the only thing that could cure you…"

WordGirl squeezed her eyes shut tight. She felt a relentless pounding in her head that had nothing to do with her sickness and everything to do with all the information she'd been battered with in the past few minutes. Her mind was numb, and she struggled to think of something to say. She rubbed fiercely on her arms, as the prickling, feverish feeling began to crawl over her body. Huggy was tugging insistently on her suit, trying to get her attention, but she needed to be alone with her thoughts. Finally, she opened her eyes.

"Give me one good reason why you wouldn't take advantage of the Lexonite," she said quietly.

Two Brains made a loud _pff-_ing noise and folded his arms across his chest. "I'd like to think that I have enough human decency –"

"It's not the _human_ part I'm worried about."

Two Brains seemed to deflate, his arms dropping, and all of a sudden he looked very tired again. She pressed on.

"You have everything to gain from betraying me, and nothing from helping me. So why wouldn't you up the dosage of Lexonite?"

"Because," he said slowly, leaning on the table and staring at his notes, "maybe I'd like to think that I have enough … _human_ … left that I wouldn't stoop to killing a sick eleven-year-old."

"Maybe?"

"Maybe," he repeated, and met her eyes. All the sarcasm had gone from his voice and expression; he just looked tired and ever so slightly uncertain. It was the most honesty she had heard from him in the two years since the accident, and she suddenly had an idea of exactly what Two Brains might hope to gain from helping her.

"Where do you think the Lexonite is?" she asked quietly.

"An old warehouse, not too far from here. Looks beat up on the outside, but I suspect it's state-of-the-art security on the inside."

Huggy was tugging on her hand and chattering, but she ignored him. "When would be a good time to break in?" Huggy squeaked loudly in protest, but she pushed him firmly away. "We'll talk later," she whispered firmly.

"Tomorrow night. You need time to rest and I need time to plan, but there's no sense in waiting any longer."

She nodded slowly. It was ridiculous, she knew; she, a superhero, breaking in and stealing something, trusting the advice of someone who had every reason to hurt her. But in that brief moment of honesty, she felt like the decision had already been made.

"I guess I'd better go rest up, then."

He nodded, and the slightest hint of his usual smirk crept back up his face. "Good idea, kid," he said. "It's going to be a big night."

* * *

** AN: Oof, it's been a while. Summer means a lot more time to think about/plan stories, but also a lot less structure and motivation to actually sit down and write, especially as I'm getting back into the schedule of my summer job. But I think I'm starting to get back in the groove. ****In any case, thanks for your patience and kind reviews – they really mean a lot to me, and they're a huge motivation to get myself back into this fic. ****I hope you'll enjoy this chapter!  
**


	5. Teamwork

**Chapter Five: Teamwork**

**A Few Years Ago**

_"Easy, easy!" Steven shouted into the microphone. "You don't have to take it down all in one blow, that's the whole point –"_

_ Inside the testing chamber, WordGirl peeled away from the large machine, breathing heavily, and Steven watched her reassess her attack._

_ "Couldn't Huggy be doing all this?" she demanded, shouting over the whir of the mechanical arms. _

_ "I want you to learn how to do it on your own," he said. "Just to be safe."_

_ WordGirl groaned in frustration, but then she took a deep breath and flew back into battle._

_ Steven watched with equal admiration for WordGirl's skill and his own machine. It was a pretty stylish piece of work, if he did say so himself. When powered off, it resembled a long, slender cylinder, but tucked away in its body were mechanical appendages that could be programmed to simulate any number of foes. Now, it was sending most of its arms lashing out in random order, to challenge the young superhero's speed, dexterity, and strategy._

_ WordGirl ducked underneath one thrashing appendage and delivered a quick blow to its joint, causing the arm to fold in on itself and begin jerking and twitching. Before the machine could recover, she shot upwards to a metal coil that was lashing around like a whip, and separated it cleanly from the body. The path to the control panel was almost clear now, and she hovered close to the machine's body, watching for a third, rotating arm to complete its cycle. At exactly the right moment, she darted forward and pressed a large button on the body of the machine. It froze. Then each arm neatly rescinded into the body, leaving a pristine, shiny cylinder._

_ Panting heavily, WordGirl slowly lowered herself to the ground._

_ "I did it!" she cried, beaming at him through the window._

_ "Nicely done," he said. Checking his stop watch, he added, "And in good time, too."_

_ "But in a real battle," she said, wrinkling her nose, "Would there really just be a big 'off' button on the side of the machine?"_

"_WordGirl, I'll let you in on a little secret," he said with a laugh. "Supervillains, as a rule, are not very bright. Now c'mon out of there, I just stocked up on –"_

_ But as he turned to get some sandwiches from the fridge, he found a guilty- looking Huggyface sitting on the counter with the last bite of a turkey sub clutched in his paws._

_ "You ate _all _of them?" he said in disbelief, as he checked the inside of the refrigerator._

_ Behind him, WordGirl laughed as she left the testing chamber. "You and Huggy should have an eating contest someday," she said with a mischievous grin._

_ "Yeah, all right," he grumbled, reaching down to see what else was in the fridge. "Well, we can have drinks, at least. Juice or soda?"_

_ "Juice," WordGirl said. "I'm not supposed to have too much caffeine."_

_ "Now that'd be an experiment," said Steven with a wry smile, handing her the bottle. "Give you a couple Cokes and see if you can break the sound barrier."_

_ WordGirl laughed. "Speaking of experiments," she said, giving the juice a little shake, "How's the telepathy thing coming?"_

_ "All right," he said, popping open his own drink and letting the fizz settle. "The university's still a little leery, but I think I have everything I need for a preliminary, small-scale attempt –"_

_ WordGirl's head suddenly tilted to the side, and she frowned, listening intently._

_ "I have to go," she said. "The bank."_

_ "Again? That's the third time this week!"_

_ She gave an exasperated shrug and reached for her sidekick. "See you later, Doc. Thanks for the juice!" In a flash of red, she was gone._

_ "You didn't even open your juice," Steven said to the empty room. Shaking his head, he grabbed the bottle and put it back in the fridge. Sometimes it was easy to forget that she was only nine, considering how cheerfully she bore the never-ending interruptions into her free time. He wondered if her superhero duties would ever become a burden to her, if she'd ever get tired and need a break._

Well, I'll be here for her if she does, _he thought._

_ She had brought up a good point about his telepathy project, though, albeit unwittingly. He had plans all drawn up for his first experiment, but lately he'd been overtaken by enthusiasm for his research with WordGirl, and the book he'd written that would soon be going into publication. He needed to get moving, though, if he wanted to have any hope of securing funding. The higher ups were going to take a lot of convincing that his plan would viable._

_So his first link would be small-scale, one-sided, and with a brain far less complex than a human's. He opened a drawer and pulled out his diagrams for the helmet that would open up a lab mouse's brain for him to explore. It wasn't exactly high-tech, but it would be safe and effective enough, if his calculations were correct. The project had stalled for a while as he tried to figure out how he could regulate the link to avoid becoming totally overwhelmed by the mouse's thought processes. But now he'd developed a system of external safety mechanisms, built into his lab's computer, that would open the floodgates of the foreign brain little by little, allowing him to carefully control how much he received. He flipped the diagram over to see the schematic where he'd carefully sketched out how to wire the buttons and switches into the computer. The system was enough of a dinosaur that he'd had to build one panic button into the wiring to divert the entire charge if necessary, but doubted there would be any problems. And in the event of an emergency, as long as he took the helmet off before he pressed the button, he'd be fine. He'd even carefully label it to avoid any unforeseen accidents._

_ Steven smiled delightedly down at his diagrams. This felt so big and exciting – after this experiment, he'd no longer be a mere researcher into other peoples' incredible talents; he'd have done something pretty incredible himself._

_ "You're going places, Boxleitner," he said quietly to himself. And he pulled out a pencil and went to work._

* * *

**Present Day**

WordGirl crept around the side of the building, and peered out from the alley. Night had well and truly fallen now, and the rusty, worn-down buildings of the industrial district loomed ominously against the deep blue sky, blotting out the stars. The street was quiet and derelict, but she could make out a form leaning against one of the buildings to her left. She took a breath, then left the shelter of the alley.

Two Brains had something draped over one arm, and when he saw her coming, he held it out.

"There you are," he said. "I brought you a present."

She hesitantly reached out, and was relieved to touch only fabric. She held it up in front of her, and saw that it was a jumpsuit, just like the kind Two Brains' henchmen wore.

"Never worn," Two Brains said. "In case you were wondering, I know I would be. Just threw it in front of the shrink ray, and voilá. Should be your size."

"A disguise?" she asked, glancing it up and down. It did look like it would fit her.

"Wouldn't want to tarnish your precious reputation in case that this goes south. Not that it will."

WordGirl wrinkled her nose. "You really think a jumpsuit'll keep them from recognizing me?"

"You really think it _won't_?" he replied, one eyebrow raised.

"…You have a point." She unzipped the jumpsuit and stepped in. As she did so, Two Brains peered around behind her.

"Where's your little armadillo friend?"

It took her a second to realize what he meant. "He's – he's not coming," she said, pretending to be involved in pulling the jumpsuit over her arms to hide her pang of guilt.

Huggy had protested loudly and continuously against her cooperation with Two Brains from the moment she left his lair. She had argued with him, pleaded with him, even tried giving him the cold shoulder, but nothing would convince him that she wasn't making a terrible mistake. Finally, she'd shut the door to her room and refused to let him in, to drown out his constant squeaking. Before she'd snuck out of the house that evening, she'd found him snoring on their couch, finally exhausted from his efforts. And so she'd left him there. She'd told herself that it was because she needed him to be behind her a hundred percent, because she was upset with him for not supporting her – but as she flew through the evening to the rendezvous point, she'd had to admit to herself that the real reason she was upset was because she was afraid he was right.

She zipped up the suit and swung her arms, making sure it fit.

"Feels all right," she said, determined to change the subject. "So where is the place, exactly?"

Two Brains pointed. "Just down the street. Are you ready?"

"Of course I am," she said brusquely, and they started down the dirty, cracked sidewalk.

"Did you rest?" Two Brains asked. "How're you feeling?"

"Fine," she said. She wished he wouldn't talk so loudly. The street was deserted, and the only sound was the rustling of litter as a warm breeze gusted down the street. It seemed like their voices must carry for miles.

"Any fever? Weakness?"

"No," she snapped. "I stayed home from – I stayed in today, just rested in bed. I feel fine." She really did. Although she still hadn't slept as well as she wanted to, the time off from school and hours spent lying in bed had done her good. She still felt a little tired, and a little warm, but the flight hadn't tired her out too much, which seemed like a good sign.

"Good," he said. "I need you to be in good shape. I've done what research I can, but Big's got most of his files locked up tight. There's no telling what you might have to do once we're in there."

"Exactly what kind of security do you think this place has?" she asked apprehensively.

"Something ridiculous and over-the-top, I'm sure. Mr. Big has quite the flair for the dramatic, from what I've seen."

"You're one to talk," grumbled WordGirl, folding her arms and peering up at the unforgiving facades of the buildings around her.

Two Brains might have replied, but he stopped instead, pointing to a long, low building across the street.

"That's the place," he said.

"Doesn't look like much," said WordGirl. Walls of rusted metal, a large double door the only sign of entry, a row of windows just beneath the roof – it looked just like every other building on the street. "But I guess that's the point?"

"Indeed. Let's get closer." They crossed the street, shoes scuffing on the asphalt. Two Brains pulled a flashlight out of his pocked and clicked it on, shining the beam over the front of the building.

"Is that really a good idea?" hissed Wordgirl. "Couldn't a camera pick up on it or something?"

"I don't think so," murmured Two Brains as he regarded the building intently. "My best guess is that the building itself will have little to no security, the better to blend in with the others around it. The valuables will all be stashed in an underground complex beneath."

"How does that make any sense?" Wordgirl asked.

"Well, if a couple kids break in wanting to do some damage, better to let them commit a little vandalism and leave than scare them silly with some kind of alarm system and let them spread rumors all over the city."

"And what if you're wrong?" she demanded. "What if there _is _security on the upper level?"

"Then you'd better hope your super speed's up to scratch, because we're going to be doing some running." He turned the flashlight off and pointed to the alley between Mr. Big's warehouse and the one next door. "We'll enter over here, just in case someone drives by." He headed into the alley, and, after checking over each shoulder, WordGirl followed.

Two Brains turned the beam back on and pointed up to one of the windows on the side of the building. "We're heading in through there. I brought some acid to melt the lock."

"But how are we getting _up _there?" The window was a good twenty feet off the ground.

Two Brains gave her a look of utter exasperation. "Are you a superhero or not?"

"You want me to _carry _you?"

"For crying out loud, kid, I've seen you lift _robots_ that're taller than this building! I think you can get me steady with that window for a few seconds!"

WordGirl gritted her teeth, hovered in the air, and grabbed him by the back of his lab coat.

"Don't drop me," he said, craning his head to try to see her.

"Don't tempt me," she snapped back, and with that she hauled him upwards and hovered just above the window.

It took them a few seconds to coordinate – the second his feet left the ground, he panicked and started windmilling wildly, and wound up bumping against the window and careening off again – but they finally managed to get in sync. He pulled out a small bottle and unscrewed the top, then carefully dribbled the liquid inside on the base of the window. After a few seconds of fiddling, he gave the glass a push. It gave, angling inwards. Wordgirl tossed him unceremoniously inside, then flew in afterwards.

She alighted on a dusty, carpeted floor. The window looked down on what once must have been a small office, but now held only a dusty desk and a sagging, empty bookshelf. A long rectangular window took up most of the wall across from her. While Two Brains staggered to his feet, trying to recover from his abrupt landing, Wordgirl went to the window, wiped off the dust, and looked out.

It was difficult to see much, but from what she could see the large room looked entirely empty. Could there really be some kind of vault hidden below?

"WordGirl, listen for a second." Two Brains was leaning on the desk, looking carefully around the room. "With your super-hearing. Anything unusual?"

WordGirl tilted her head, listening intently. Her ears automatically focused on the rustling and chirping of insects and rats, the drip of water from a leaky spot in the roof, the almost-imperceptible creaks and groans of the old building. There was nothing electronic, nothing that would suggest any kind of activated security system.

"Sounds fine," she said with a shrug.

"I was right, then," said Two Brains, smugly brushing off his lab coat. "Not that it's too much of a surprise. Shall we continue?" He twisted the knob on the door leading out of the office and it opened easily. WordGirl followed him out into the dark.

The office opened onto a metal catwalk that ran around the perimeter of the building. Two Brains pulled out his flashlight and leaned over the railing, illuminating the space below. It was just as empty as it had seemed from the office window, though the light revealed a few crates shoved against the walls.

"There's probably a trapdoor somewhere down there," Two Brains said. "Keep your eyes peeled for where it might be or how we might open it." Wordgirl nodded.

The clanging of their feet on the metal cut sharply through the thick, dusty silence, and Wordgirl kept looking around nervously, half-expecting alarms to start blaring at any minute. They found a staircase leading down to the warehouse floor and descended, the metal stairs creaking ominously under their feet.

When they at last stood on the ground floor, Two Brains moved slowly forward, scanning the smooth concrete with his flashlight.

"I didn't see anything," said Wordgirl. Although she kept her voice hushed, it still echoed around the empty space. "What if we can't find it?"

"We'll find it," Two Brains said. "It'll be well hidden, though … and," he added with apparent reluctance, "I might need a little help."

"Help?" WordGirl said, glancing around the room, wondering what he could mean.

"There are some advantages to being part mouse, you know," he said. "Hold this." He handed her the flashlight and she took it hesitantly.

Two Brains moved forward slowly into the center of the room, his gaze suddenly focused and intense as it swept along the floor. WordGirl could hear him sniffing the air almost methodically. Slowly – without seeming to realize what he was doing – he crouched down along the floor and began to shuffle along, his fingers outstretched and scrabbling along the concrete. The mouse brain began to glow with its eerie green light.

WordGirl's grip tightened on the flashlight. He was scurrying across the floor like – well, like a _mouse, _and there was something so instinctively wrong about seeing a human behave that way. She found herself casting her gaze around the room, towards the catwalk above, trying not to see.

But finally the scuffling stopped and she looked down again, seeing Two Brains crouched, still, beside a spot on the floor. She moved towards him, bringing the light of the flashlight. He'd yanked off one of his gloves and he was tracing the outline of something on the floor. WordGirl squinted at it, unable to make out anything that would distinguish it from the concrete around it, but Two Brains gave a little nod of satisfaction.

"Is that it?" she asked.

Two Brains didn't answer. He'd taken his hand off the floor and was now pressing it against the side of his head, his face screwed up in concentration – or was it pain? The mouse brain was pulsing with its green glow.

"Doc…? You okay?"

"One sec," he said through gritted teeth. "Just gotta – urgh –" He cringed suddenly, and Wordgirl started to move forwards, wondering if she could help – but then he relaxed, exhaled, and shook himself.

"Sorry," he said, reaching for the flashlight. "Give the second brain an inch, he tries to take a mile."

WordGirl handed him the flashlight slowly, trying to see his face, but he wouldn't look at her, too intent on examining the floor in front of him. She hesitated, wondering whether she should ask – but at last she decided that she'd been wondering for too long.

"Does it … hurt?" she said. He glanced up at her, and she gestured vaguely in the direction of his head. "When you … you know …"

He took a breath like he was about to speak, then paused, a strange expression on his face as he regarded her. But an instant later, his face broke into his usual cocky smirk.

"What, this old thing?" he said with a little laugh, patting the brain. "Nah, it just gets a little uppity sometimes."

The corners of WordGirl's mouth twitched upwards in spite of herself, and she decided to say something else that had been bothering her for quite a while.

"Ugh, it is _so gross _when you touch that thing."

"Excuse you!" he said, looking genuinely offended. "A second brain is _nothing _to be ashamed of!"

"Yeah, yeah." She kneeled down, too, to stare at the same section of floor. "So that's the spot?"

"I think so." He shot her one more aggrieved look, then put the flashlight down and reached into his lab coat. "It's definitely hollow, and there are grooves in the floor - almost imperceptible to humans, but short work for the mouse brain. Now –" He pulled out a small ray gun – "we just need to override the security. I suspect we're supposed to plug in an access code on some hidden panel, but who's got the time?" He wrinkled his nose in concentration, carefully aiming the gun, then fired.

There was a loud POP and then a sizzling sound, and then a square foot of the concrete fell away, swinging on barely-visible hinges.

"And there we go," said Two Brains, twirling his ray gun proudly. "Who needs the security codes when you can just fry the whole mechanism?"

WordGirl leaned over the empty floor, peering into the darkness. She could see a metal ladder leading down; beyond that, nothing.

"Here," said Two Brains, handing the flashlight back. "You head down first and scope around. I'll follow." He saw the look she gave him and said, "Look, if Big programmed in any nasty surprises, you've got a much better chance of making it out of there than I do." Reluctantly, she took the flashlight, swung her legs over the hole, and floated down into darkness.

She kept the beam of the flashlight on the ladder, to make sure she didn't stray too far into the unknown. She descended slowly for a while until her feet finally touched solid ground again.

The second she put her weight down, a brilliant flare of light blinded her. Hands in front of her face, she instinctively leapt into the air, waiting for something to strike. But after a few seconds passed and nothing else happened, she peeked out.

All that had happened was the lights coming on. But she was too stunned to feel foolish. She lowered slowly to the ground, staring at the room that the lights had revealed. A long hallway stretched out in front of her, far longer than the extent of the warehouse above. The walls, ceiling, and floor were made out of a sleek, shiny metal – though as she squinted at the walls, she could make out evenly-spaced dial locks, and realized that they were covered floor-to-ceiling in safes. But what caught her attention most was a rectangular structure at the end of the hall made out of some kind of smooth black material. It was large enough to be a room in a house, and she could see a door of lighter metal set into one of its walls.

WordGirl turned to shout up to Two Brains, but found that he'd already begun to descend the ladder. When he reached the bottom, he looked around the hidden vault and gave a low whistle.

"Isn't this just something else?" he said. "I need to get myself one of these."

"Don't you already _have _a vault?" she said, keeping her voice hushed.

"Yeah, but look at this setup!" he exclaimed, gesturing wildly. "It just _screams_ 'supervillain'!"

"Yeah, right," she said. "So where's this sophisticated security system? And where's the Lexonite?"

"Hmm," he said, sobering. He pulled out his ray gun again and flicked a switch on the side, then squeezed the trigger in front of him. The gun sprayed a light mist into the air, and only a few feet from where they were standing, a few strands of a web of red lasers shimmered into view.

"Lasers," Two Brains said as the mist dissipated. "Classic. I gotta hand it to Big, the guy's got style. And as for your other question…" He stared intently at the black box on the far end of the room. "Wordgirl, what does 'gregarious' mean?"

"Really outgoing and energetic, why?"

"Vocabulary powers entirely intact," he said, nodding slowly. Then he pointed to the black box at the end of the hall. "It's in there. Big must have found some material that can contain the Lexonite radiation, so that no one – especially not you – could stumble across it and get suspicious."

WordGirl breathed in slowly, staring at the ominous black box at the end of the room. This felt very real, all of a sudden. "Okay," she said. "So how do we get there?"

"On you again, I'm afraid," said Two Brains, handing her the ray gun. "Look – there's a panel on the wall of that container, do you see it?" WordGirl squinted and realized that, next to the door, there was indeed a small panel with a few buttons on it.

"I'd bet my cheese stash that that's how you deactivate the lasers. Big must have a remote he can use when he comes down here, but I bet there's a manual override too. Use the 'mist' setting, fly yourself over there, and see if you can't shut these lasers down. If all else fails, flick the switch on the gun and fry it."

"Right," WordGirl said, accepting the gun and turning it over slowly. "Sure. I'll just do that, then."

"Take your time," Two Brains said. "There's nothing to gain by racing through." He pointed upwards. "They'll probably be lower density near the ceiling."

"Right," she said again. "Okay." She bent her legs, pushed off from the ground, hovered, aimed, and pulled the trigger. The mist revealed a complex knot of lasers, far too densely packed for her to slip through. She pulled higher, tried again – there, a gap in the lasers just large enough for her. She slid carefully through, holding her breath, her right arm extended to spray in front of her. When she was halfway through, another laser suddenly emerged inches from her head; she froze, sprayed above her, and then changed course, heading upwards.

It was slow work – achingly, excruciatingly slow. She progressed forward inch by inch, spraying steadily, always terrified of accidentally brushing against the lasers. Two Brains shouted advice to her when he could, twice saving her from carelessly dropping onto lasers she'd left behind, but there was only so much he could do.

She began to tire before she was halfway across the room. Her breath became ragged, her muscles ached from the strain. But she didn't dare relax, not an inch, not even as her face became flushed and her skin began to prickle. She pushed forward along the ceiling, bending and twisting, struggling to keep herself aloft, feeling like she was crawling.

Many, many minutes later – after what felt like an hour – she sprayed the air in front of her, and found nothing. Hardly daring to believe that the ordeal could be finished, she sprayed the ground below her, and again saw nothing but the mist evaporating into the air. She slowly untangled her legs from the last of the lasers and floated downwards. When her feet touched the ground, her legs almost gave out beneath her, and she staggered against the wall of the black box for support. Her limbs trembled as she tugged off a glove and wiped frantically at the sweat on her face. Then, resting her hand against the wall, she stopped and sucked in air, feeling the prickling on her skin fade slightly.

Once her breathing had slowed and her legs were firmer beneath her, she straightened, tugged her glove back on, and turned to face the panel next to the door. There was nothing but a keypad and, beneath it, a large button.

She called over her shoulder to Two Brains, "Press the big red button?"

"Always an advisable course of action," Two Brains agreed, giving her a thumbs up. WordGirl pressed the button.

There was a loud mechanical _click._ WordGirl directed the gun towards the center of the room and sprayed. Nothing appeared. "All clear!" she called, and Two Brains started forwards.

"Now that was some impressive flying, kid," he said.

"Yeah, tell me about it," WordGirl panted, allowing herself to smile a little. She held up the gun. "I have to admit, this is handy."

"I originally wasn't even going to add the laser-reveal feature," he said, "just thought of it last-minute. Good thing, huh?"

"Did you make this last night?" WordGirl asked, examining the brightly colored gun.

"It's my heist gun," Two Brains said proudly. "Everything you could ever need to – uh oh." He froze a few feet short of the black box, staring at something to Wordgirl's right.

"What is it?" she asked, dread gripping her as she followed his gaze.

On the wall beside her, where she'd rested while she caught her breath, the imprint of her hand was glowing red.

"That … doesn't look good," she said.

"I think that's a bit of an under –"

Before he could finish his sentence, a cool robotic voice echoed around the room.

"DNA analysis complete," it said. "Subject identified: WordGirl. Species: Lexiconian."

WordGirl and Two Brains made eye contact, their expressions mirror images of realization.

The lights went out. A groaning, grinding sound filled the room. WordGirl leapt into the air, looking around frantically for the threat, and saw the ceiling of the black box rapidly retracting, folding into the walls. An eerie red glow spread across the room as the ceiling collapsed entirely, and the walls of the structure began to sink into the ground.

WordGirl hit the floor hard. A leaden sensation that she'd hoped never to feel again suddenly began to creep up her limbs and she gasped for breath, swaying dizzily on all fours.

"The Lexonite!" she shouted. "My DNA ackitated the seturicy system – I mean – it acki – acki—"

Two Brains grabbed her by the back of her collar and hauled her to her feet. "All right," he shouted, "Don't panic, don't panic –"

A column of metal shot down from the ceiling a few feet from where they stood and slammed into the ground with jarring force. As it retracted into the ceiling, another cylinder shot down further down the hall, and then another on the other side, and another, and another, until the entire room was pounding and jarring like a piston engine.

Two Brains stared at the thrashing columns, eyes wide, and said a word that WordGirl was pretty sure adults weren't supposed to say in front of eleven-year-olds.

Then he whipped around to face behind them, where the walls had slid fully into the floor, leaving a pedestal with an enormous hunk of the glowing red rock. He snatched the gun out of her hand and flicked the switch down to a third setting. He drew aim and fired, and the gun began to carve out a section of Lexonite. Two Brains guided it carefully, bracing against the jarring of the cylinders. Finally a chunk of Lexonite tumbled to the ground, and he leaped forward to pick it up.

"All right!" he shouted over the groaning and crashing of the cylinders. "Let's get out of here!"

"Put that thing away first!" WordGirl shouted back, instinctively recoiling from the glowing rock.

_"'Put it away'?!_ Where exactly would I do that?!"

WordGirl wanted to scream. "You built a _ray gun _just to pull off this heist and you didn't think to bring something to contain the Lexonite?!_ I don't have any powers while that thing's next to me!"_

Two Brains looked at the rock, then back at WordGirl, his eyes widening. "Well – I – I can't be expected to think of _everything, _you know –!"

_"How are we going to get out of here?!"_

"Calm down!" he bellowed, looking anything but calm. Cradling the Lexonite close to his chest, as though he could absorb its effects, he stared at the obstacle course of smashing columns leading to the ladder, his eyes darting back and forth. Then he grabbed WordGirl by the back of her uniform.

"When I say go, _go!" _he shouted.

WordGirl felt the proximity to the Lexonite deep in her bones, dragging her down and numbing her mind – but before she could say anything, Two Brains was hauling her forward to the place where one of the columns was just beginning to slide back into the ceiling.

"What're you –" she started to shout, but before she could get the words out he was dragging her again, forwards and to the right, towards another retreating column. They stood for a fraction of a second in the place where the column had been before Two Brains pulled her forwards again, and again, and again –

They darted across the room, one step forward and two steps back, taking half-seconds of refuge underneath retreating columns while Two Brains rapidly calculated their next move, and then diving forwards again – or backwards – or sideways – WordGirl lost all sense of direction, buried in the blur of motion and the fog of the Lexonite.

A thunderous sound above her brought her back to attention, and she looked up, and in less than an instant realized Two Brains had misjudged and a column was racing towards them to crush them flat. She grabbed him and pulled, but he was as immovable as the columns themselves, he was too _heavy, _she yanked at him desperately and he seemed to stumble towards her in slow motion as the column slammed down only inches behind him. She loosened her grip and staggered backwards, out of control, and this time _he _grabbed _her _and pulled her out of danger – but now their momentum was off, they'd lost their lead, and they stumbled blindly across the room, dodging the smashing cylinders by luck alone, alternately dragging each other to safety and being dragged.

They stumbled against the wall, setting alarms blaring as they brushed against the safes. Two Brains looked around wildly, heaving for breath, then grabbed her arm and pulled her forwards, and now they were running straight out, and WordGirl was laboring for breath, staggering, Two Brains was the only thing keeping her moving –

And they were at the bottom of the ladder.

"Go, go, go!" Two Brains shouted, pointing desperately at the square of darkness above their heads. "Get up, get up, we don't have much time –"

"I can't," WordGirl gasped, sagging against the metal rungs as her entire body trembled.

_"Oh yes you can!" _Two Brains shouted, and he grabbed her again and shoved her upwards.

Her hands grabbed the rungs and her feet found purchase, and somehow she began to climb. Her legs shook, her grip was weak, but by some miracle her legs kept lifting, her feet kept finding the next rung, her thighs kept pushing her upward, and with one great heave she was up the ladder and out of the trapdoor.

She rolled away and lay there, her cheek pressed against the dirty floor. She'd never felt so weak in her life. Her arms and legs were limp and useless, her head was a pounding muddle – her lungs alone seemed to be working, gasping frantically for air. Her eyes flickered as her vision swam.

"C'mon, kid, get up," she heard his voice say, and she felt his hand on her shoulder, but she found that she couldn't say anything, couldn't even turn her head. The world in front of her eyes was dimming slowly and she felt so _tired…_

Someone was shaking her, and shouting in some language she couldn't understand, couldn't they tell that she was done? Why wouldn't they just leave her alone?

_Just leave me here, _she mumbled, or tried to mumble, or _thought _she mumbled – _Just let me sleep, I'm so tired, just let me sleep…_

And then she felt herself being dragged to her feet, and her vision and hearing snapped into focus as her feet found their balance.

"Let's _go,_ kid, we don't have time for this, come on, WordGirl!" Two Brains was shouting. She managed to nod and take a staggering step forward. One hand on her shoulder, he half-guided, half-dragged her to the doors and flung them open.

They staggered together down the three blocks to the van, WordGirl swimming in and out of consciousness. He flung the passenger-side door open and tossed her in. The door slammed shut and WordGirl relaxed into the blessed silence, her head sagging against the window. She dimly heard the doors in back being opened, then closed. Then Two Brains opened the driver's side door and climbed in, turning the car on and shifting into gear before he'd even closed the door.

"Oh, jeez, kid," she heard him say, "You look _awful, _jeez, just hang on –"

The car peeled away from the sidewalk and tore down the streets, away from the warehouse. WordGirl slipped into darkness.

* * *

**AN: Phew! This was an action-packed chapter and action's not really my thing, so if you have any critique for me I'd love to hear it. The security system that I - I mean - _Mr. Big_ came up with isn't exactly foolproof. But then, as we know, most supervillains aren't that bright...**

**(Oh, Steven, you darling tragic idiot. This is the last section we'll be getting from his POV, so I couldn't resist laying the foreshadowing and dramatic irony on a bit thick.)**

**Speaking of lasts, I should probably mention that the next chapter will be the final one for this fic. So ... get ready for that, I guess.**

**As always, thank you kindly for the reviews! I must apologize for not returning the favor - I get pretty nervous about initiating contact with people, on the web and in real life. I'm working on it! I'll get there! Eventually! And in the meantime, your kindness is greatly appreciated.**


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